<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1997.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
Pillowtex Corporation
(Exact name of registrant as specified in its charter)
Texas 75-2147728
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4111 Mint Way
Dallas, Texas 75237
(214) 333-3225
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
PILLOWTEX CORPORATION
1993 STOCK OPTION PLAN
(Full title of the plan)
John H. Karnes, Jr., Esq.
Vice President and General Counsel
Pillowtex Corporation
4111 Mint Way
Dallas, Texas 75237
(214) 333-3225
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
Troy B. Lewis, Esq.
Jones, Day, Reavis & Pogue
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 220-3939
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to To be Price per Offering Registration
be Registered Registered(1) Share(2) Price(2) Fee (2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value. . . .300,000 $27.15625 $8,146,875 $2,469
- --------------------------------------------------------------------------------
<FN>
- ----------------
(1) Represents shares issuable pursuant to the Pillowtex Corporation 1993 Stock
Option Plan, as Amended and Restated (the 'Plan'). Pursuant to Rule 416,
under the Securities Act of 1933, as amended, there are also registered
hereby such indeterminate number of shares of Common Stock as may become
issuable as a result of the operation of the antidilution provisions of the
Plan.
(2) Calculated pursuant to Rule 457(h), based on the average of the reported
high and low sale prices of shares of the Common Stock on the New York Stock
Exchange on October 28, 1997.
</TABLE>
<PAGE>
EXPLANATORY NOTE
In accordance with the provisions of General Instruction E of Form S-8, the
registrant hereby incorporates by reference the contents of the registrant's
earlier Registration Statement on Form S-8 (Commission File No. 33-65408).
PART II
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Pillowtex Corporation 1993 Stock Option Plan, as amended and
restated (attached as Appendix A to Pillowtex Corporation's Proxy
Statement on Schedule 14A for the Annual Meeting of Shareholders
held on May 8, 1997 and incorporated herein by reference)
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page hereof)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on October 31, 1997.
PILLOWTEX CORPORATION
By: /s/ Charles M. Hansen, Jr.
Charles M. Hansen, Jr.
Chairman of the Board of Directors
and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Charles M. Hansen, Jr., Jeffrey D. Cordes and John H. Karnes, Jr. and each of
them (with full power in each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign and to file with the Securities and Exchange commission and
the securities regulatory authorities of the several states registration
statements, any amendment or post-effective amendments or any and all other
documents in connection therewith, in connection with the registration under the
Securities Act of 1933, as amended, or the registration or qualification under
any applicable state securities laws or regulations, of interests in the
Pillowtex Corporation 1993 Stock Option Plan (the 'Plan') and shares of Common
Stock issuable pursuant to such Plan, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated.
SIGNATURES TITLE
---------- -----
/s/ Charles M. Hansen, Jr. Chairman of the October 31, 1997
- ----------------------------- Board of Direcotrs and
Charles M. Hansen, Jr. Chief Executive Officer
(Principal Executive Officer)
/s/Jeffrey D. Cordes President, Chief Operating October 31, 1997
- ----------------------------- Officer and Director
Jeffrey D. Cordes (Principal Financial and
Accounting Officer)
/s/Christopher N. Baker Director October 31, 1997
- -----------------------------
Christopher N. Baker
/s/Kevin M. Finlay Director October 31, 1997
- -----------------------------
Kevin M. Finlay
/s/Mary R. Silverthorne Director October 31, 1997
- -----------------------------
Mary R. Silverthorne
/s/Paul G. Gillease Director October 31, 1997
- -----------------------------
Paul G. Gillease
/s/Scott E. Shimizu Director October 31, 1997
- -----------------------------
Scott E. Shimizu
/s/William B. Madden Director October 31, 1997
- -----------------------------
William B. Madden
/s/Joseph McHugh Director October 31, 1997
- -----------------------------
Joseph McHugh
/s/Ralph La Rovere Director October 31, 1997
- -----------------------------
Ralph La Rovere
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Pillowtex Corporation 1993 Stock Option Plan, as Amended and Restated
(attached as Appendix A to Pillowtex Corporation's Proxy Statement on
Schedule 14A for the Annual Meeting of Shareholders held on May 8,
1997 and incorporated herein by reference)
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page hereof)
Exhibit 5.1
JONES, DAY, REAVIS & POGUE
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 220-3939
October 31, 1997
Pillowtex Corporation
4111 Mint Way
Dallas, Texas 75237
Re: Registration on Form S-8 of 300,000 Shares of Common Stock,
par value $0.01 per share, of Pillowtex Corporation
Ladies and Gentlemen:
We are acting as counsel to Pillowtex Corporation, a Texas corporation
(the 'Company'), in connection with the registration of 300,000 shares (the
'Shares') of Common Stock, par value $0.01 per share, of the Company pursuant to
the Company's Registration Statement on Form S-8 (the 'Registration Statement').
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. Based on such examination and on
the assumptions set forth below, we are of the opinion that the Shares are duly
authorized and, when issued and delivered in accordance with the provisions of
the Company's 1993 Stock Option Plan, as Amended and Restated (the 'Plan'),
against payment of the consideration therefor as provided in the Plan and having
a value not less than the par value thereof, will be validly issued, fully paid
and nonassessable.
In rendering the foregoing opinions, (i) we have assumed and have not
independently verified (a) that all signatures on all certificates and other
documents examined by us are genuine, and that where any such signature purports
to have been made in a corporate, governmental or other capacity the person who
affixed such signature to the certificate or the document had authority to do
so, and (b) the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us as copies,
and (ii) as to certain factual matters, we have relied upon certificates of
public officials and of the Company and its officers and have not independently
checked or verified the accuracy of the factual statements contained therein.
In addition, our examination of matters of law has been limited to the Texas
Business Corporation Act and the federal laws of the United States of America,
in each case as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Jones Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Pillowtex Corporation:
We consent to the use of our reports incorporated herein by reference.
/S/ KPMG Peat Marwick
KPMG Peat Marwick
Dallas, Texas
October 30, 1997
